At its election, Polaris Advisory Partners LLC may purchase up to an aggregate of 68,500 private placement units (or 121,000 private placement units if the underwriters’ over-allotment option is exercised in full), at a price of $10.00 per unit, or $685,000 (or $1,210,000 if the underwriters’ over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering. If Polaris Advisory Partners LLC participates in the private placement, GSR Sponsor will reduce its purchase of private placement units by the corresponding number of private placement units purchased by Polaris Advisory Partners LLC, provided that in no event will the private placement exceed 618,500 private placement units (or 671,000 private placement units if the underwriters exercise their over-allotment option in full).

[2]

The non-managing sponsor members have expressed an interest to purchase, indirectly through the purchase of non-managing membership interests in GSR Sponsor, an aggregate of 550,000 private placement units at a price of $10.00 per unit ($5,500,000) in a private placement that will close simultaneously with the closing of this offering.

GSR V Acquisition Corp. S-1/A